SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
CHEYENNE RESOURCES, INC.
---------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Cheyenne Resources, Inc.
7609 Ralston Road
Arvada, Colorado 80002
(303) 422-8127
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
July 9, 2004
Dear Shareholder:
We cordially invite you to attend Cheyenne Resources, Inc.'s Annual Meeting
of Shareholders at 1:30 P.M. on July 27, 2004, at The Sheraton Hotel, 360 Union
Blvd, Lakewood, CO at which meeting you may be present. If you choose not to
attend, you may send your ballot appointing Denis Iler to vote as your ballot
directs. The Notice of Meeting and the accompanying Proxy describe the business
of the ANNUAL Meeting of Shareholders.
The enclosed Proxy statement is being furnished to shareholders of record
on July 6, 2004 of Cheyenne Resources, Inc. ("CHYN"), a Wyoming
corporation, in connection with the following proposals.
YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED
The holders of a majority of the issued and outstanding shares entitled to
vote have indicated that they intend to vote in favor of these proposals.
1. To elect two directors to hold office until the next annual meeting
of shareholders and qualification of their respective successors.
2. To ratify the appointment of Michael Johnson & Co. as Independent
Accountants for the annual period ending December 31, 2004.
3. To change the Company's name to a name to be determined by the Board
of Directors.
4. To authorize a reverse split of the Company's common stock on a basis
of up to one for eighty-five.
The Board of Directors has fixed the closing of business on July 6,
2004, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof. The stock
transfer books will not be closed.
The Company's Annual Report to Stockholders for the year ended December 31,
2003 accompanies this Notice of Annual Meeting and Proxy Statement.
All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing with the Secretary of the Company an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.
Sincerely,
/s/ Denis Iler
-------------------------
Denis Iler, President
-----------
WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.
-----------
2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO
Cheyenne RESOURCES, INC.
ANNUAL MEETING OF SHAREHOLDERS
July 9, 2004
This Proxy Statement is being furnished to Shareholders of Cheyenne
Resources, Inc. ("CHYN") in connection with the Annual Meeting of Shareholders
(the "Meeting") to be held on July 27, 2004 and at any adjournments thereof (the
"Meeting"). The Meeting will be held at The Sheraton Hotel, 360 Union Blvd.,
Lakewood, CO, at 1:30 P.M.
This Proxy Statement is first being mailed or given to Shareholders on or
about July 16, 2004.
We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB)
under the symbol CHYN.OB. Information about us can be found in our December 31,
2003 Annual Report filed on Form 10-KSB. Additional information about us can be
found in our public filings that can be accessed electronically by means of the
SEC's home page on the Internet at http://www.sec.gov, or at other Internet
sites such as http://www.freeedgar.com, as well as by such other means from the
offices of the SEC.
WE ARE ASKING YOU FOR A PROXY
YOU ARE REQUESTED TO SEND US A PROXY
We are soliciting proxies but the holders of more than 50% percent of
the shares entitled to vote have indicated that they intend to vote in favor of
these proposals. In light of the size of the holdings of these shareholders, the
current Board and management of the Company deems the likelihood of a favorable
vote on the proposals sufficient. You may mark and send the proxy attached
hereto to record your vote.
COSTS OF PROXY STATEMENT
We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.
VOTING
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Annual Meeting. As
of this date, July 9, 2004, 49,999,127 shares of common stock were issued and
outstanding. Each shareholder is entitled to one vote for each share of common
stock held by such shareholder. We have only the single class of stock, namely
our common stock. Each share of Common Stock is entitled to one (1) vote for as
many separate nominees as there are directors to be elected and for or against
all other matters presented. For action to be taken at the Annual Meeting, a
majority of the shares entitled to vote must be represented at the Annual
Meeting in person or by proxy. Shares of stock may not be voted cumulatively.
Abstentions and broker non-votes each will be included in determining the number
of shares present and voting at the Annual Meeting. Abstentions will be counted
in tabulations of the votes cast on proposals, whereas broker non-votes will not
be counted for purposes of determining whether a proposal has been approved.
3
QUORUM AND VOTE NECESSARY FOR APPROVALS.
A majority of the shares of common stock outstanding at the record date
must be represented at the Annual Meeting in person or by proxy in order for a
quorum to be present and in order to take action upon all matters to be voted
upon, but if a quorum should not be present, the meeting may be adjourned with-
out further notice to shareholders, until a quorum is assembled. Each share-
holder will be entitled to cast one vote at the Annual Meeting for each share of
common stock registered in such shareholder's name at the record date.
Abstentions and broker non-votes are counted for purposes of determin-
ing the presence or absence of a quorum for the transaction of business. Each
share of Common Stock entitles the holder thereof to one vote on all matters to
come before the Annual Meeting. Holders of shares of Common Stock are not
entitled to cumulative voting rights.
The favorable vote of a plurality of the votes of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
necessary to elect the nominees for directors of the Company. To take the other
actions at the meeting a majority of the shares must vote in favor of the
proposals present in person or by Proxy.
A majority of shares issued and outstanding is sufficient to approve the
proposal for a reverse split and name change to be incorporated in Amendments to
the Articles of Incorporation. The holders of 51.1% percent of the shares
entitled to vote have indicated that they intend to vote 25,764,827 shares in
favor of these proposals in person or by proxy.
PROXIES
In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Proposals and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to Denis Iler, President, 7609
Ralston Road, Arvada, CO 80002
IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.
The person named as proxy is Denis Iler, President and a director of the
Company.
In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.
4
Proposal #1
NOMINATION AND ELECTION OF DIRECTORS
The Company's Bylaws currently provide for the number of directors of
the Company to be established by resolution of the Board of Directors and that
number is two. The Board has nominated two (2) persons. At this Annual Meet-
ing, a Board of two (2) directors will be elected. Except as set forth below,
unless otherwise instructed, the proxy holders will vote the proxies received by
them for Management's nominees named below.
All the nominees are presently directors of the Company. In the event
that any Management nominee shall become available, or if other persons are
nominated, the proxy holders will vote in their discretion for a substitute
nominee. It is not expected that any nominee will be unavailable. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.
The proxies solicited hereby cannot be voted for a number of persons
greater than the number of nominees named below. The Certificate of
Incorporation of the Company does not permit cumulative voting. A plurality of
the votes of the holders of the outstanding shares of Common Stock represented
at a meeting at which a quorum is presented may elect directors.
THE DIRECTORS CANDIDATES NOMINATED BY MANAGEMENT ARE:
Denis Iler
Redgie Green
The above individuals are nominees for election as directors for the next
fiscal year. Mr. Iler's Biographical Information is:
Denis R. Iler, age 65, Director, CFO and President received a BA in Math
from San Jose State University in California, and an MBA from Regis University
in 1982. He was a comptroller with Berge Exploration from 1978 to 1984. Since
1984, he has been President and principal accountant for Business Financial
Systems, Inc., an independent accounting firm, providing tax and accounting
services for the small business community, including oil and gas, construction,
and real estate brokerage accounting. He was a director of Nelx, Inc. from
1999-2001.
Mr. Redgie Green's experience is as follows:
Redgie Green, age 51. Mr. Green has been Secretary and Director of Dynadapt
Systems, Inc. since 1998. Mr. Green has been co-owner and operator of Green's
B&R Enterprises, a wholesale donut baker since 1983. He has been an active
investor in small capital and high tech adventures since 1987. Mr. Green was a
director of Colorado Gold & Silver, Inc. in 2000.
Management will devote part time to the operations of the Company, and any time
spent will be devoted to screening and assessing and, if warranted, negotiating
to acquire business opportunities.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.
5
Proposal #2
INDEPENDENT PUBLIC ACCOUNTANTS
Michael Johnson & Co., Independent Public Accountants, of Denver, Colorado
have been appointed as the Certifying accountants for the period through fiscal
year 2004 and shareholders are asked to ratify such appointment. Ratification of
the appointment of Michael Johnson & Co., as the Company's independent public
accountants for the fiscal year ending December 31, 2004 will require the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote at the Annual Meeting. In the event the
stockholders do not ratify the appointment of Michael Johnson & Co. for the
forthcoming fiscal year, such appointment will be reconsidered by the Board.
Representatives of Michael Johnson & Co. are expected to be present at the
Annual Meeting to make statements if they desires to do so, and such
representatives are expected to be available to respond to appropriate
questions.
Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the appointment of Michael Johnson & Co. as independent
accountants for the Company's year ending December 31, 2004.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
COMPANY'S INDEPENDENT ACCOUNTANTS.
PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION
Proposal 3:
NAME CHANGE
- - ------------------------------------------------------------------------------
Proposal 3: To Authorize a change of the corporate name, to a new name in
the discretion of the Board of Directors.
- - ------------------------------------------------------------------------------
We are asking shareholders to authorize a change in the name of this
corporation to a new name in the discretion of the Board of Directors. This
requires an amendment to our Articles of Incorporation.
We believe that the name change in our Articles of Incorporation are in the
best interest of our corporation, to create a name which is not related to a
defunct business attempt in minerals area.
6
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.
Proposal 4:
PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING
- - ------------------------------------------------------------------------------
Proposal 4: To Authorize a reverse split of the common stock up to a one for 85
basis, by which each 85 shares shall become one share. Fractional shares will be
issued. -
- ------------------------------------------------------------------------------
We are asking shareholders to approval a pro-rata reverse split of our
common stock, by which up to each eighty five shares would become one
share. We will issue fractional shares. The effective date of the reverse split
will be fifteen days following the date of the meeting.
We believe the recent per share price of the common stock has had a
negative effect on the marketability of the existing shares, the amount and
percentage of transaction costs paid by individual stockholders, and impairs the
potential ability of the Company to raise capital by issuing new shares because
we are fully issued under our authorization.
We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tent to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.
7
As a general rule, potential investors who might consider making
investments in our company will refuse to do so when the company has a large
number of shares issued and outstanding with no equity. In other words, the
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.
While our acceptability for ultimate listing on one of the NASDAQ markets
or an exchange is presently remote, we believe that it is in the interests of
our company to adjust our capital structure in the direction of conformity with
the NASDAQ structural requirements. At the current date, even with the proposed
changes we would not meet NASDAQ criteria. NASDAQ requirements change
constantly. There is no assurance that the proposed changes with meet NASDAQ
requirements or any other exchange when, and if, we are otherwise qualified.
There is no assurance that we will qualify for NASDAQ.
Once the reverse split has occurred, the Company may then be better
structured to seek equity financing, because investors shy away from the very
high dilution which would occur if an investment were made in the current
structure.
TABLE SHOWING EFFECT OF REVERSE SPLIT ONE FOR 85
Shares Pre-Reverse Post Reverse shares
- - ------------------------------------------------------------------------------
100 1.18
200 2.35
300 3.52
400 4.7
500 5.88
1000 11.76
2000 23.53
3000 35.29
4000 47.05
5000 58.82
10,000 117.64
20,000 235.29
50,000 735.3
100,000 1,176.47
There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem the best
calculation to meet the market attractively, however we cannot control the
markets reaction.
8
Dissenting shareholders have no appraisal rights under Wyoming law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed reverse split.
Fractional Shares. Wyoming Statutes provide that a corporation may:
(a) Issue fractions of a share or pay in cash the value of fractions of a
share;
(b) Arrange for disposition of fractional shares by the shareholders.
(c) Pay in Scrip
It further provides the holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon liquidation.
The Company has no present intent to pay fractional shareholders any value nor
to arrange any disposition of fractional shares.
Effectively, there is no market for fractional shares in the OTCBB market
or the "Pink Sheets" market where the Company may currently be traded. An owner
of fractional shares must consider them illiquid and unmarketable.
The reverse stock split may leave certain stockholders with one or more
"odd lots" of new common stock, i.e., stock in amounts of less than 100 shares.
These odd lots may be more difficult to sell or require greater transaction cost
per share to sell than shares in even multiples of 100. There are frequently
situations where transaction costs for odd lots in penny stocks exceed the net
proceeds realized from a sale of the odd lot, effectively rendering the odd lot
valueless to the holder.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE SPLIT
ANNUAL MEETING OF SHAREHOLDERS
At the date of this proxy statement, no other matter will presented for
action at the Annual meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, November 30, 2004, in order
to be included in future proxy materials, if any, or presentation at our next
annual meeting of shareholders, anticipated in early March, 2005.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, July 6, 2004, the total number of
common shares outstanding and entitled to vote was 49,999,127.
The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.
REPORT AVAILABLE
A copy of our most current Annual Report on form 10KSB is attached hereto
and later filings may be obtained without charge, by writing us at Denis Iler,
President, 7609 Ralston Road, Arvada, Colorado 80002.
9
BOARD OF DIRECTORS AND OFFICERS
The persons listed below are currently Officers and the members of the
Board of Directors. Denis Iler is nominee for Director for the following term.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company as of July 6, 2004
are as follows:
Denis Iler, President, CFO and Director
Robert Spatz, Director
The directors of the Company hold office until the next annual meeting
of the shareholders and until their successors have been duly elected and
qualified. The officers of the Company are elected at the annual meeting of the
Board of Directors and hold office until their successors are chosen and
qualified or until their death, resignation, or removal. The Company presently
has no executive committee.
The principal occupations of each director and officer and nominee for
director of the Company for at least the past five years are as follows:
NAME AGE POSITION WITH THE COMPANY TERM PERIOD OF SERVICE
---- --- ------------------------- ---- -----------------
Denis Iler (1) 65 President, and a Director Annual
since 2004
Robert Spatz 79 Director
Denis R. Iler, age 65, Director, CFO and President received a BA in Math
from San Jose State University in California, and an MBA from Regis University
in 1982. He was a comptroller with Berge Exploration from 1978 to 1984. Since
1984, he has been President and principal accountant for Business Financial
Systems, Inc., an independent accounting firm, providing tax and accounting
services for the small business community, including oil and gas, construction,
and real estate brokerage accounting. He was a director of Nelx, Inc. from
1999-2001.
Robert R. Spatz has been the President and a director of the Company since
1970, devoting substantially full time to the affairs of the Company. He was
employed by Discovery Oil, Ltd. as office manager & land man in addition to his
position with the Company from April 1976 to September 1 1979. Since the mid
80's, when the oil crisis occurred, Mr. Spatz has been the only regular
employee. Mr. Spatz attended the University of Wyoming, but did not finish. He
was a Director of First Wyoming Bank North in Cheyenne, Wyoming for eight years.
Mr. Spatz was born in Laramie County, Wyoming and has lived there all his life.
Executive Compensation
- ------------------------
Remuneration
- -------------
The following information is set forth with respect to all remuneration
paid by the Company during the year ended December 31, 2003 to the Company's
five most highly paid executive officers or directors whose total remuneration
exceeded $50,000, and to all directors and officers as a group:
10
Securities
or Property, Aggregate of
Name of Insurance contingent
individual Salaries, fees benefits or forms of
or number of directors' fees reimbursement remuneration
persons in Capacities commissions, personal and proposed
group in which served Year and bonuses benefits remuneration
- - ----- --------------- ---- ----------- -------- ----------
2003 0(waived) ** 0 0
Robert R. Spatz 2002 $26,000* 0 0
President, Assistant- 2001 $53,500* 0 0
Treasurer &
Director (Resigned as President/Officer in 2004)
================================================================================
* Includes accruals
================================================================================
2003 0 (waived)** 0 0
Don Goddard Director 2002 $12,000* 0 0
(Resigned 2004) 2001 $34,200* 0 0
================================================================================
2003 0 (waived)** 0 0
Randall L. Reichert Director 2002 0 0 0
(Resigned 2004) 2001 0 0 0
================================================================================
2003 0 (waived)** 0 0
All directors and 2002 $38,000* 0 0
officers as a group 2001 $87,200* 0 0
(3 Persons)
*Includes accruals
LONG TERM COMPENSATION
----------------------
Options
Restricted & SARs
Stock LTIP LTIP Other
Awards Payouts Payouts Compensation
------ ------- ------- ------------
Robert R. Spatz None None None None
Don Goddard None None None None
Randall L. Reichert None None None None
* All directors and officers as a group received no shares as additional
compensation, however a total of 120,000 shares (post reverse split) of S-8
Registered stock have been agreed to be issued as part of settlement of claims
for compensation by former officer and directors.
Option/SAR Granted During the Last Fiscal Year
----------------------------------------------
Registrant does not have a stock option or stock appreciation rights
plan. Therefore this section is not applicable.
Long Term Incentive Plans/Awards in Last Fiscal Year
Registrant has no long-term incentive plans and consequently has made no
such awards, except as set forth under Long Term Compensation above.
11
(1) None of the current directors of the Company will devote their full
time to the management of the Company, Denis Iler devotes part-time ad President
to the Company.
(2) All of the persons named above are included in the group.
Stock purchase Plans; Profit Sharing and Thrift Plans
-----------------------------------------------------
Presently the Company has no stock purchase plans, profit-sharing or
thrift plans.
Options, Warrants or Rights
- - ---------------------------
Conversion right upon a Promissory Note to Skye Blue Ventures LLC in the
amount of $100,000 @ par value for up to 10,000,000 shares (post reverse split).
Compensation Committee Interlocks
- ---------------------------------
The Securities and Exchange Commission requires disclosure where an
executive officer of a company served or serves as a director or on the
compensation committee of an entity other than the Company and an executive
officer of such other entity served or serves as a director or on the
compensation committee of the Company. The Company does not have any such
interlocks. Decisions as to executive compensation are made by the Compensation
Committee.
Audit Committee
- ---------------
The company does not have an Audit Committee. The members of the Board sit
as the Audit Committee. Denis Iler sits as the qualified financial expert on the
Board of Directors, and is the President and CFO of the company (appointed in
2004).
Code of Ethics
- --------------
The company has not adopted a Code of Ethics for the Board and the salaried
employees.
Committees and Procedures
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committes due to
its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because all directors
participate in the consideration of director nominees and the board is
so small.
12
(3) Each of the members of the Board which acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a) of
the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders;
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations; should provide a completed Directors Questionaire to
the company
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.
(8) The nominating committee's process for identifying and evaluation
nominees for director, including nominees recommended by security
holders, is to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.
(9) With regard to each nominee approved by the nominating committee for
inclusion on the registrant's proxy card (other than nominees who are
executive officers or who are directors standing for re-election),
state which one or more of the following categories of persons or
entities recommended that nominee: Legal Counsel to Company.
13
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth, as of July 6, 2004, the information
with respect to Common Stock ownership of each person known by the Company to
own beneficially more than 5% of the shares of the Company's Common Stock, $0.01
par value, and of all Officers and Directors as a group:
Amount and Nature
of Beneficial
Name and Address Interest Percent of Class
- - ---------------- -------- ----------------
Skye Blue Ventures LLC 23,315,000(3) 46%
7609 Ralston Road
Arvada, CO 80002
Robert R. Spatz 649,827 (1)(3) 1.2%
2846 Kelly Drive (630,827 Direct) and
Cheyenne, Wyoming 82001 Beneficial
Berge Exploration, Inc. 2,449,827 (2) 4.8%
8774 Yates Dr., Ste. 100 (630,827 Direct) and
Westminister, CO 80030 Beneficial
Berge Exploration, Inc. 2,449,827 (2) 4.8%
8774 Yates Dr., Ste. 100 (904,500 Direct) and
Westminister, CO 80030 Beneficial
Whiting Enterprises, Inc. 2,449,827(2) 4.8%
5855 Parfet St. (914,500 Direct) and
Arvada, CO 80004 Beneficial
Officers and Directors 23,764,827 (3) 47.2%
As a Group (Two Direct and
Persons) Beneficial
(1) Does not include 89,600 shares owned of record by Mr. Spatz's adult
children, beneficial ownership of which is disclaimed by Mr. Spatz and includes
shares owned by Doris J. Spatz, wife of Mr. Spatz.
(2) Due to beneficial ownership of these entities by two shareholders, all
shares are aggregated together.
(3) Note: Skye Blue Ventures LLC, beneficially, Denis Iler, (President, CFO and
Director), purchased 1,800,000 shares from Mssrs. Spatz, Reichert, and Goddard
in 2004 and purchased 23,500,000 shares from the company in 2004 of which only
21,300,000 have been issued. Skye Blue and Mr. Iler have proxies for 2,449,827
shares and controls 23,315,000 shares of common stock which, with proxies,
constitutes 51% of the total outstanding shares at July 6, 2004. Mr. Iler owns
215,000 shares in his own name.
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Notes to the table:
Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied, except that Mr. Spatz, Mr Riechert and Mr. Goddard
were delinquent in filings of Form 4 in 2004.
The Company's Annual Report on Form 10-KB for the year ended December 31,
2003 (the "Form 10-KSB") is being furnished simultaneously herewith. The Form
10-KSB is not considered a part of this Proxy Statement.
Principal Accountant Fees and Services
- --------------------------------------
Michael Johnson & Co., LLC, CPAs ("MJC") is the Company's principal
auditing accountant firm for 2001-2003 and ratification is requested for the
engagement of Michael Johnson & Co. LLC CPA's for 2004. The Company's Board of
Directors has considered whether the provisions of audit services is compatible
with maintaining MJC's independence.
Audit Fees. MJC billed the Company $5,000 for the following professional
services: audit of the annual financial statement of the Company for the fiscal
year ended December 31, 2003, and review of the interim financial statements
included in quarterly reports on Form 10-QSB for the periods ended March 31,
2003, July 30, 2003 and September 30, 2003. MJC billed the Company $5,000 for
the 2002 audit and $3,500 for the 2003 Audit.
There were no audit related fees in 2002 or 2003. There were no tax fees or
other fees in 2002 or 2003 paid to Auditors or Auditors affiliates.
The Company's Board acts as the audit committee and had no "pre-approval
policies and procedures" in effect for the auditors' engagement for the audit
year 2002 and 2003.
All audit work was performed by the auditors' full time employees.
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OTHER AND GENERAL INFORMATION.
Our Annual Report on Form 10-KSB, for the year ended December 31, 2003,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by GTMR can be accessed electronically by
means of the SEC's home page on the Internet at http://www.sec.gov or at other
Internet sites such as http://www.freeedgar.com or http://www.pinksheets.com.
You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.
CHEYENNE RESOURCES, INC.
Dated: July 9, 2004
By the order of the Board of Directors
/s/ Denis Iler
-----------------------
Denis Iler, President
16
BALLOT
- - ------------------------------------------------------------------------------
Cheyenne Resources, Inc.
7609 Ralston Road
Arvada, Colorado 80002
(303) 422-8127
PROXY FOR ANNUAL MEETING OF
STOCKHOLDERS, July _______, 2004
The undersigned hereby appoints ___________ proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Cheyenne Resources, Inc. held of record by the
undersigned at the ANNUAL Meeting of Stockholders to be held on July _______,
2004, at 9:00 a.m., at __________________________, Lakewood, CO, and at any
adjournment thereof, upon the matters described in the accompanying Notice of
ANNUAL Meeting and Proxy Statement, receipt of which is hereby acknowledged,
and upon any other business that may properly come before, and matters incident
to the conduct of, the meeting or any adjournment thereof. Said person is
directed to vote on the matters described in the Notice of ANNUAL Meeting and
Proxy Statement as follows, and otherwise in their discretion upon such other
business as may properly come before, and matters incident to the conduct of,
the meeting and any adjournment thereof.
1. To elect a Board of two (2) directors to hold office until the next
annual meeting of stockholders or until their respective successors have been
elected and qualified:
Nominees: Denis Ilers and Redgie Green
[_] FOR: nominees listed above (except as marked to the con-
trary below).
[_] WITHHOLD authority to vote for nominee(s) specified below
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.
- - ------------------------------------------------------------------------------
2. To ratify the appointment of Michael Johnson & Co. LLC as independent
accountants for the period ending December 31, 2004:
[_] FOR [_] AGAINST [_] ABSTAIN
3. To change the name of the corporation to a name to be determined by the Board
of Directors.
[_] FOR [_] AGAINST [_] ABSTAIN
4. To authorize a reverse split of the common stock up to a one for eighty-five
basis, by which each eighty-five shares shall become one share. Fractional
shares will be issued.
[_] FOR [_] AGAINST [_] ABSTAIN
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YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature if held jointly
Dated: __________________________, 2004
IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
18